What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-12 · 155 added, 96 removed, 525 unchanged (32% of the section changed)

18 unchanged sentences

Deferred tax asset

Assets held for sale - non-current assets

Other long-term assets

4 unchanged sentences

Accrued liabilities (see Note 13)

Short-term derivative instruments

Total current liabilities

3 unchanged sentences

Operating lease liability

Assets held for sale - non-current liabilities

Other long-term liabilities

4 unchanged sentences

50,000,000 shares authorized;

no shares issued and outstanding at March 31, 2025 and December 31, 2024

no shares issued and outstanding at June 30, 2025 and December 31, 2024

Common stock, $ 0.01 par value:

250,000,000 shares authorized;

40,334,284 and 39,795,138 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

40,396,165 and 39,795,138 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

7 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Oil and natural gas sales

6 unchanged sentences

Depreciation, depletion and amortization

Impairment expense

General and administrative expense

26 unchanged sentences

(In thousands)

For the Three Months Ended

For the Six Months Ended

Cash flows from operating activities:

2 unchanged sentences

Depreciation, depletion and amortization

Impairment expense

Loss (gain) on derivative instruments

35 unchanged sentences

Balance at March 31, 2025

Net income (loss)

Share-based compensation expense

Shares withheld for taxes

Balance at June 30, 2025

Stockholders' Equity (Deficit)

4 unchanged sentences

Balance at March 31, 2024

Net income (loss)

Share-based compensation expense

Shares withheld for taxes

Balance at June 30, 2024

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

6 unchanged sentences

The Company’s management evaluates performance based on one reportable business segment as there are not different economic environments within the operation of the Company’s oil and natural gas properties.

The Company’s assets consist primarily of producing oil and natural gas properties located in Oklahoma, the Rockies (“Bairoil”), federal waters offshore Southern California (“Beta”), East Texas/North Louisiana and the Eagle Ford (non-op).

The Company’s assets have historically consisted primarily of producing oil and natural gas properties located in Oklahoma, the Rockies (“Bairoil”), federal waters offshore Southern California (“Beta”), East Texas/North Louisiana and the Eagle Ford (non-op).

Most of the Company’s oil and natural gas properties are located in large, mature oil and natural gas reservoirs.

7 unchanged sentences

Accordingly, the accompanying Unaudited Condensed Consolidated Financial Statements and Notes should be read in conjunction with the Company’s annual financial statements included in its 2024 Form 10-K.

Certain prior period amounts have been reclassified to conform to the current period financial statement presentation.

These reclassifications had no material impact on the previously reported net income (loss) or shareholders’ equity.

Use of Estimates

5 unchanged sentences

See additional information in Note 15.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies as described in the Company’s annual financial statements included in its 2024 Form 10-K.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

New Accounting Pronouncements

28 unchanged sentences

For the Three Months Ended

For the Six Months Ended

(In thousands)

3 unchanged sentences

Accordingly, the Company’s contracts do not give rise to contract assets or liabilities.

Accounts receivable attributable to the Company’s revenue contracts with customers were $ 29.1 million at March 31, 2025 and $ 28.5 million at December 31, 2024.

Accounts receivable attributable to the Company’s revenue contracts with customers were $ 28.8 million at June 30, 2025 and $ 28.5 million at December 31, 2024.

Acquisitions and Divestitures

On January 15, 2025, the Company sold 90 % of its interest in certain units with rights in the Haynesville basin in Harrison County, Texas and purchased a 10 % interest in an adjacent acreage, generating $ 6.3 million in net proceeds from the sale.

This transaction also established an area of mutual interest with the counterparty covering 10,000 gross acres.

Amplify retained a 10 % working interest in the units it divested and purchased a 10 % working interest in the counterparty’s acreage.

The net proceeds received from the purchase and sale transactions of $ 6.3 million is classified as a (gain) loss on sale of properties in our Unaudited Consolidated Statement of Operations.

Acquisition and divestiture related expenses for third-party transactions are included in general and administrative expense in the accompanying Unaudited Condensed Statement of Consolidated Operations for the periods indicated below (in thousands):

For the Three Months Ended

Assets Held for Sale

On June 30, 2025, the Company approved the plan to sell its non-operated Eagle Ford assets.

On July 1, 2025, OLLC entered into a definitive agreement (the “Purchase and Sale Agreement”) to divest its non-core assets in the Eagle Ford for a contract price of $ 23.0 million, subject to certain post-closing adjustments (the “Asset Sale”).

The assets held for sale are recorded at the lower of their carrying value or fair value less cost to sell.

The Company recognized an impairment expense of approximately $ 8.4 million for both the three and six months ended June 30, 2025 in connection with the planned divestiture.

The disposition did not qualify as discontinued operations.

The major categories of assets and liabilities classified as held for sale were:

June 30, 2025

(In thousands)

Assets classified as held for sale

Property and equipment, at cost:

Oil and natural gas properties, successful efforts method

Accumulated depreciation, depletion, and impairment

Property and equipment, net

Total assets classified as held for sale

Liabilities associated with assets held for sale

Asset retirement obligations

Total liabilities associated with assets held for sale

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

East Texas Haynesville Monetization

On January 15, 2025, the Company sold 90 % of its interest in certain units with rights in the Haynesville basin in Harrison County, Texas and purchased a 10 % interest in adjacent acreage, generating $ 6.3 million in net proceeds from the transactions.

These transactions also established an area of mutual interest with the counterparty covering 10,000 gross acres.

Amplify retained a 10 % working interest in the units it divested and purchased a 10 % working interest in the counterparty’s acreage.

The net proceeds received from the purchase and sale transactions of $ 6.3 million is classified as a (gain) loss on sale of properties in our Unaudited Consolidated Statement of Operations.

On May 1, 2025, the Company sold 90 % of its interest in three additional units with rights in the Haynesville basin in Panola and Shelby Counties, Texas to a third party.

Amplify retained a 10 % working interest in the units it divested.

The net proceeds from the transaction of $ 1.5 million are classified as a (gain) loss on sale of properties in our Unaudited Consolidated Statement of Operations.

Contemplated Merger with Juniper Capital

1 unchanged sentence

(“Juniper Capital”) and the Specified Company Entities set forth on Annex A thereto, pursuant to which, at the effective time of the Contemplated Mergers (as defined below) (the “Effective Time”), it was contemplated that (i) NPOG would merge with and into First Merger Sub, with NPOG surviving the merger as an indirect, wholly owned subsidiary of the Company and (ii) COG would merge with and into Second Merger Sub, with COG surviving the merger as an indirect, wholly owned subsidiary of the Company, in each case, subject to the terms and conditions of the Merger Agreement (clauses (i) and (ii), together, the “Contemplated Mergers”).

Subsequent Events .

On April 25, 2025, pursuant to Section 8.1(a) of the Merger Agreement, the Company and the Acquired Companies entered into a mutual termination agreement (the “Termination Agreement”) to terminate the Merger Agreement (the “Termination”), effective immediately.

As a result of the Termination Agreement, the Merger Agreement is of no further force and effect.

Acquisition and Divesture Expenses

For the Three Months Ended

For the Six Months Ended

Fair Value Measurements of Financial Instruments

4 unchanged sentences

All the derivative instruments reflected on the accompanying Unaudited Condensed Consolidated Balance Sheets were considered Level 2.

The carrying values of accounts receivables, accounts payables (including accrued liabilities), restricted investments and amounts outstanding under long-term debt agreements with variable rates included in the accompanying Unaudited Condensed Consolidated Balance Sheets approximated fair value at March 31, 2025 and December 31, 2024.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The fair value estimates are based upon observable market data and are classified within Level 2 of the fair value hierarchy.

1 unchanged sentence

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair market values of the derivative financial instruments reflected on the accompanying Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 were based on estimated forward commodity prices.

The fair market values of the derivative financial instruments reflected on the accompanying Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 were based on estimated forward commodity prices.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement in its entirety.

The significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following tables present the gross derivative assets and liabilities that are measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024 for each of the fair value hierarchy levels:

Fair Value Measurements at March 31, 2025

The following tables present the gross derivative assets and liabilities that are measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024 for each of the fair value hierarchy levels:

Fair Value Measurements at June 30, 2025

Quoted Prices in

20 unchanged sentences

See Note 6 for additional information regarding the Company’s derivative instruments.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

4 unchanged sentences

See Note 7 for a summary of changes in AROs.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

● Proved oil and natural gas properties are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of such properties.

2 unchanged sentences

The unobservable inputs used to determine fair value include, but are not limited to, estimates of proved reserves, estimates of probable reserves, future commodity prices, the timing of future production and capital expenditures and a discount rate commensurate with the risk reflective of the lives remaining for the respective oil and natural gas properties (some of which are Level 3 inputs within the fair value hierarchy).

● No impairment expense was recorded on proved oil and natural gas properties during the three months ended March 31, 2025 and 2024.

● The Company recorded an impairment expense of $ 8.4 million for both the three and six months ended June 30, 2025 to reduce the net book value of our non-operated Eagle Ford assets to fair value less costs to sell.

See additional information regarding Asset Sale in Note 4 and Note 18.

No impairment expense was recorded on proved oil and natural gas properties during the three and six months ended June 30, 2024.

Risk Management and Derivative Instruments

10 unchanged sentences

The terms of the ISDA Agreements provide the Company and each of its counterparties with rights of set-off upon the occurrence of defined acts of default by either the Company or its counterparty to a derivative, whereby the party not in default may set-off all liabilities owed to the defaulting party against all net derivative asset receivables from the defaulting party.

As a result, had certain counterparties failed completely to perform according to the terms of the existing contracts, the Company would have the right to offset $ 9.9 million against amounts outstanding under the Revolving Credit Facility at June 30, 2025.

See Note 8 for additional information regarding the Company’s Revolving Credit Facility.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Commodity Derivatives

3 unchanged sentences

The Company also enters into oil derivative contracts indexed to NYMEX-WTI.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

At March 31, 2025, the Company had the following open commodity positions:

At June 30, 2025, the Company had the following open commodity positions:

Natural Gas Derivative Contracts:

16 unchanged sentences

Weighted-average ceiling price

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheet Presentation

The following table summarizes both:

(i) the gross fair value of derivative instruments by the appropriate balance sheet classification even when the derivative instruments are subject to netting arrangements and qualify for net presentation in the balance sheet and (ii) the net recorded fair value as reflected on the balance sheet at March 31, 2025 and December 31, 2024.

There was no cash collateral received or pledged associated with the Company’s derivative instruments since most of its counterparties, or certain of its affiliates, to its derivative contracts are lenders under its Revolving Credit Facility.

17 unchanged sentences

Long-term derivative instruments

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Loss (Gain) on Derivative Instruments

3 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Statements of

4 unchanged sentences

The Company’s asset retirement obligations primarily relate to the Company’s portion of future plugging and abandonment costs for wells and related facilities.

The following table presents the changes in the asset retirement obligations for the three months ended March 31, 2025 (in thousands):

The following table presents the changes in the asset retirement obligations for the six months ended June 30, 2025 (in thousands):

Asset retirement obligations at beginning of period

6 unchanged sentences

Current portion

Long-term portion - assets held for sale

Asset retirement obligations - long-term portion

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Long-Term Debt

9 unchanged sentences

KeyBank National Association is the administrative agent.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The aggregate principal amount of loans outstanding under the Revolving Credit Facility as of March 31, 2025, was $ 125.0 million.

As of March 31, 2025, the borrowing base under the facility was $ 145.0 million with elected commitments of $ 145.0 million.

The aggregate principal amount of loans outstanding under the Revolving Credit Facility as of June 30, 2025, was $ 130.0 million.

As of June 30, 2025, the borrowing base under the facility was $ 145.0 million with elected commitments of $ 145.0 million.

The Revolving Credit Facility borrowing base is subject to redetermination on at least a semi-annual basis, primarily based on a reserve engineering report.

8 unchanged sentences

● Initial minimum hedging requirements covering 75 % of the reasonably projected monthly production of hydrocarbons from proved developed producing reserves for the 24-month period following the effective date of the Revolving Credit Facility (the “First Period”) and (ii) 50 % for the 12-month period immediately following the First Period.

As of March 31, 2025, the Company was in compliance with all the financial (current ratio and total leverage ratio) and non-financial covenants associated with the Revolving Credit Facility.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On May 29, 2025, the Company completed the spring redetermination which affirmed the borrowing base at $ 145.0 million.

The next regularly schedule borrowing base redetermination is expected to occur in the fourth quarter of 2025.

As noted above, the Company is required to maintain a minimum current ratio of 1.00 to 1.00, which is measured on the last day of each quarter.

On June 30, 2025, the Company’s current ratio was 0.90 to 1.00.

On July 31, 2025, the Company received a letter agreement from its lenders waiving any default or event of default as a result of such noncompliance related to the minimum current ratio requirement for the quarter ended June 30, 2025.

As a result, the Company was in compliance with all financial covenants as of June 30, 2025.

Subsequent Event .

On July 2, 2025, subsequent to the Asset Sale, the Company’s borrowing base was reduced to $ 135.0 million.

Weighted-Average Interest Rates

1 unchanged sentence

For the Three Months Ended

For the Six Months Ended

Revolving Credit Facility

Letters of Credit

At March 31, 2025, the Company had no letters of credit outstanding.

At June 30, 2025, the Company had no letters of credit outstanding.

Unamortized Deferred Financing Costs

Unamortized deferred financing costs associated with the Company’s Revolving Credit Facility were $ 2.9 million at March 31, 2025.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unamortized deferred financing costs associated with the Company’s Revolving Credit Facility were $ 2.6 million at June 30, 2025.

The Company’s authorized capital stock includes 250,000,000 shares of Common Stock.

The following is a summary of the changes in the Company’s Common Stock issued for the three months ended March 31, 2025:

The following is a summary of the changes in the Company’s Common Stock issued for the six months ended June 30, 2025:

Balance, December 31, 2024

2 unchanged sentences

Shares withheld for taxes (1)

Balance, March 31, 2025

Balance, June 30, 2025

(1) Represents the net settlement on vesting of restricted stock to satisfy tax withholding requirements.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Earnings (Loss) per Share

1 unchanged sentence

For the Three Months Ended

For the Six Months Ended

Net income (loss)

13 unchanged sentences

The 2024 EIP is administered by the board of directors of the Company.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units

5 unchanged sentences

Changes in the fair value of liability-classified awards are recorded to general administrative expense and are remeasured at fair value each reporting period.

As of March 31, 2025, TSU grants are accounted for as equity-classified awards.

As of June 30, 2025, TSU grants are accounted for as equity-classified awards.

The grant-date fair value is recognized as compensation cost on a straight-line basis over the requisite service period and forfeitures are accounted for as they occur.

The unrecognized cost associated with the TSUs was $ 8.5 million at March 31, 2025.

The unrecognized cost associated with the TSUs was $ 7.2 million at June 30, 2025.

The Company expects to recognize the unrecognized compensation cost for these awards over a weighted average period of approximately 2.0 years.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes information regarding the TSUs activity for the period presented:

2 unchanged sentences

TSUs outstanding at December 31, 2024

TSUs outstanding at March 31, 2025

TSUs outstanding at June 30, 2025

(1) Determined by dividing the aggregate grant-date fair value of awards by the number of awards issued.

(2) The aggregate grant-date fair value of TSUs issued for the three months ended March 31, 2025 was $ 4.4 million based on a grant-date market price of $ 5.34 per share.

(2) The aggregate grant-date fair value of TSUs issued for the six months ended June 30, 2025 was $ 4.4 million based on a grant-date market price of $ 5.34 per share.

Restricted Stock Units with Market and Service Vesting Conditions

10 unchanged sentences

Compensation costs related to PSU awards are recorded as general and administrative expense.

The unrecognized cost associated with PSU awards was $ 4.8 million at March 31, 2025.

The unrecognized cost associated with PSU awards was $ 4.2 million at June 30, 2025.

The Company expects to recognize the unrecognized compensation cost for PSU awards over a weighted-average period of approximately 2.0 years.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The below table reflects the ranges for the assumptions used in the Monte Carlo model for the 2025 PSUs:

3 unchanged sentences

Risk-free interest rate

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes information regarding the PSU activity for the period presented:

2 unchanged sentences

PRSUs outstanding at December 31, 2024

PRSUs outstanding at March 31, 2025

PRSUs outstanding at June 30, 2025

(1) Determined by dividing the aggregate grant-date fair value of awards by the number of awards issued.

(2) The aggregate grant-date fair value of PSUs issued for the three months ended March 31, 2025 was $ 3.4 million based on a calculated fair value price ranging from $ 6.20 to $ 7.05 per share.

(2) The aggregate grant-date fair value of PSUs issued for the six months ended June 30, 2025 was $ 3.4 million based on a calculated fair value price ranging from $ 6.20 to $ 7.05 per share.

Compensation Expense

1 unchanged sentence

For the Three Months Ended

For the Six Months Ended

Share-based compensation costs

5 unchanged sentences

Additionally, the Company elected the short-term practical expedient to exclude leases with a term of twelve months or less.

For the quarter ended March 31, 2025, all of the Company’s leases qualified as operating leases, and it did not have any existing or new leases qualifying as financing leases or variable leases.

For the quarter ended June 30, 2025, all of the Company’s leases qualified as operating leases, and it did not have any existing or new leases qualifying as financing leases or variable leases.

The Company’s corporate office lease does not provide an implicit rate.

2 unchanged sentences

The Company uses a reasonable market interest rate for its office equipment and vehicle leases.

For the six months ended June 30, 2025 and 2024, the Company recognized approximately $ 1.1 million and $ 1.0 million, respectively, of costs relating to the operating leases in the Unaudited Condensed Consolidated Statements of Operations.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2025 and 2024, the Company recognized approximately $ 0.6 million and $ 0.5 million, respectively, of costs relating to the operating leases in the Unaudited Condensed Consolidated Statements of Operations.

Supplemental cash flow information related to the Company’s lease liabilities is included in the table below:

For the Three Months Ended

For the Six Months Ended

(In thousands)

13 unchanged sentences

Present value of lease liabilities

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The weighted average remaining lease terms and discount rate for all of the Company’s operating leases for the period presented:

5 unchanged sentences

Office equipment

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Disclosures to the Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Statements of Cash Flows

20 unchanged sentences

Total accounts receivable, net

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Cash Flows

Supplemental cash flows for the periods presented (in thousands):

For the Three Months Ended

For the Six Months Ended

Supplemental cash flows:

Cash paid for interest, net of amounts capitalized

Cash paid for taxes

Noncash investing and financing activities:

Increase (decrease) in capital expenditures in payables and accrued liabilities

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Related Party Transactions

Related Party Agreements

There have been no transactions between the Company and any related person in which the related person had a direct or indirect material interest for the three months ended March 31, 2025 and 2024.

There have been no transactions between the Company and any related person in which the related person had a direct or indirect material interest for the three and six months ended June 30, 2025 and 2024.

Segment Reporting

8 unchanged sentences

For the Three Months Ended

For the Six Months Ended

(In thousands)

4 unchanged sentences

Net income (loss)

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Commitments and Contingencies

2 unchanged sentences

Although the Company is insured against various risks to the extent it believes it is prudent, there is no assurance that the nature and amount of such insurance will be adequate, in every case, to indemnify it against liabilities arising from future legal proceedings.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Environmental costs for remediation are accrued based on estimates of known remediation requirements.

4 unchanged sentences

In accruing for environmental remediation liabilities, costs of future expenditures for environmental remediation are not discounted to their present value, unless the amount and timing of the expenditures are fixed or reliably determinable.

At March 31, 2025 and December 31, 2024, the Company had no environmental reserves recorded in its Unaudited Condensed Consolidated Balance Sheet.

At June 30, 2025 and December 31, 2024, the Company had no environmental reserves recorded in its Unaudited Condensed Consolidated Balance Sheet.

Termination of Contemplated Merger with Juniper Capital

In connection with the Contemplated Mergers, on April 25, 2025, pursuant to Section 8.1(a) of the Merger Agreement, the Company and the Acquired Companies entered into the Termination Agreement to terminate the Merger Agreement, effective immediately.

As a result of the Termination Agreement, the Merger Agreement is of no further force and effect.

In accordance with the terms of the Termination Agreement, the Company made a cash payment to the Acquired Companies in lieu of any termination fee which might have otherwise been payable pursuant to the Merger Agreement in the amount of $ 800,000 as payment for certain of the Acquired Companies’ expenses.

The Company and the Acquired Companies also agreed to release each other from certain claims and liabilities arising out of or related to the Merger Agreement or the transactions contemplated therein or thereby.

The Company incurred professional fees and expenses of approximately $ 3.4 million in connection with the Contemplated Mergers and the Termination.

Beta Pipeline Incident

There have been no material changes to the legal proceedings, insurance receivables and costs associated with the incident that occurred at our producing oil property located at Beta (the “Incident”) as described in the Company’s annual financial statements included in its 2024 Form 10-K, except with respect to that disclosed below:

On March 31, 2025, and December 31, 2024, the Company’s insurance receivables were $ 0.5 million and $ 4.7 million, respectively.

Excluding the costs associated with the resolution of the federal and state matters discussed in the 2024 Form 10-K, for the three months ended March 31, 2025, the Company incurred legal fees, loss load and other non-reimbursable expenses of $ 0.4 million that are classified as “Pipeline Incident Loss” on the Company’s Unaudited Condensed Consolidated Statements of Operations.

On June 30, 2025, and December 31, 2024, the Company’s insurance receivables were $ 0.4 million and $ 4.7 million, respectively.

Excluding the costs associated with the resolution of the federal and state matters discussed in the 2024 Form 10-K, for the six months ended June 30, 2025, the Company incurred legal fees, loss load and other non-reimbursable expenses of $ 0.6 million that are classified as “Pipeline Incident Loss” on the Company’s Unaudited Condensed Consolidated Statements of Operations.

For more information, please see the 2024 Form 10-K.

3 unchanged sentences

The obligation to fund ceases when the aggregate value of the account reaches $ 4.3 million.

As of March 31, 2025, the account balance included in restricted investments was approximately $ 4.6 million.

As of June 30, 2025, the account balance included in restricted investments was approximately $ 4.6 million.

Supplemental Bond for Decommissioning Liabilities Trust Agreement

1 unchanged sentence

The Company supports its decommissioning obligation with $ 161.3 million of A-rated surety bonds.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In December 2021, the Company entered into two escrow funding agreements with its surety providers to fund interest-bearing escrow accounts on a quarterly basis to reimburse and indemnify the surety providers for any claims arising under the surety bonds related to the decommissioning of our Beta LLC properties.

2 unchanged sentences

The obligation for these agreements ceases when the total aggregate value of the escrow accounts reaches $ 172.6 million.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The below table outlines the updated funding commitment for these agreements at March 31, 2025 (in thousands):

The below table outlines the updated funding commitment for these agreements at June 30, 2025 (in thousands):

Payment Due by Period

Funding commitment

Remaining 2025

Thereafter (1)

3 unchanged sentences

(1) The remaining payments will be made during the years 2030 through 2042.

As of March 31, 2025, the Company has funded $ 28.0 million into the escrow accounts which is reflected in “Restricted investments” on the Unaudited Condensed Consolidated Balance Sheet.

The Company’s current income tax benefit (expense) was less than ($ 0.1 ) million and was ($ 1.4 ) million for the three months ended March 31, 2025 and 2024, respectively.

The Company’s deferred income tax benefit (expense) was $ 1.5 million and $ 4.7 million for the three months ended March 31, 2025 and 2024, respectively.

The effective tax rates for the three months ended March 31, 2025 and 2024 were 20.8 % and 26.0 %, respectively.

The item that had the most significant impact on the difference between the statutory U.S.

federal income tax rate of 21 % and the effective tax rate for the three months ended March 31, 2025 was vested stock compensation.

The item that had the most significant impact on the difference between the statutory U.S.

federal income tax rate of 21 % and the effective tax rate for the three months ended March 31, 2024 was the weighted state accrual rate.

Valuation Allowance

In assessing deferred tax assets, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets.

The assessment considers all available information including, among other things, historical and forecasted taxable income and operating history, the scheduled reversal of deferred tax liabilities and available tax planning strategies.

As of March 31, 2025, the Company had three years of cumulative book income.

Furthermore, management determined that the Company’s ability to maintain long-term profitability despite near-term changes in commodity prices and capital and operating costs demonstrated that there is sufficient positive evidence to conclude that it is more likely than not that all net deferred tax assets are realizable.

Subsequent Events

East Texas Haynesville Monetization

On May 1, 2025, the Company sold certain rights, title and interest in assets located in East Texas to a third party.

The Company received net proceeds of $ 1.5 million.

Termination of Contemplated Merger with Juniper Capital

As a result of the Termination Agreement, the Merger Agreement is of no further force and effect.

As of June 30, 2025, the Company has funded $ 30.5 million into the escrow accounts which is reflected in “Restricted investments” on the Unaudited Condensed Consolidated Balance Sheet.

The Company’s current income tax benefit (expense) was ($ 0.5 ) million for each of the three and six months ended June 30, 2025.

The Company’s current income tax benefit (expense) was ($ 0.6 ) million and ($ 2.0 ) million for the three and six months ended June 30, 2024, respectively.

The Company’s deferred income tax benefit (expense) was ($ 1.4 ) million and $ 0.1 million for the three and six months ended June 30, 2025, respectively.

The Company’s deferred income tax benefit (expense) was ($ 2.1 ) million and $ 2.6 million for the three and six months ended June 30, 2024, respectively.

The effective tax rates for the three and six months ended June 30, 2025 were 23.1 % and 42.0 %, respectively.

The effective tax rates for the three and six months ended June 30, 2024 were 27.4 % and 21.3 %, respectively.

The difference between the statutory U.S.

federal income tax rate of 21 % and the effective tax rate for the three and six months ended June 30, 2025 was primarily from higher discrete realized hedging income tax expense and lower book income in the second quarter of 2025.

The difference between the statutory U.S.

federal income tax rate of 21 % and the effective tax rate for the three and six months ended June 30, 2024 was due to higher income earned in the second quarter of 2024.

On July 4, 2025, the President signed into law the One Big Beautiful Bill Act (“OBBBA”), which introduces significant changes to U.S.

federal tax law.

Key provisions of the legislation include modifications to the limitation on the deductibility of business interest expense, changes to the treatment of research and development expenditures, full expensing of qualified capital expenditures, and modifications to the international tax framework.

The Company is currently evaluating the impact of the OBBBA on its consolidated financial statements.

While the full effects are still being assessed, the Company anticipates a reduction in current income tax expense for the year with no material impact to the effective tax rate.

AMPLIFY ENERGY CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company expects to incur professional fees and expenses of approximately $ 3.0 million in connection with the Contemplated Mergers and the Termination.

Subsequent Events

Sale of Non-Operated Eagle Ford Assets and Borrowing Base Redetermination

On July 1, 2025, OLLC entered into the Purchase and Sale Agreement with Murphy Exploration & Production Company – USA, a Delaware corporation (“Buyer”), the existing operator of the majority of OLLC’s Assets (as defined in the Purchase and Sale Agreement), pursuant to which OLLC sold to Buyer all of OLLC’s Assets, which include, among other things, OLLC’s right, title and interest in and to certain specified oil and gas Properties, Contracts, Equipment and Production (each, as defined in the Purchase and Sale Agreement) within or related to certain designated lands in Karnes County, Texas, for an aggregate cash purchase price of $ 23.0 million, subject to certain post-closing adjustments.

The Asset Sale closed simultaneously with the execution and delivery of the Purchase and Sale Agreement on July 1, 2025.

The Purchase and Sale Agreement became effective as of June 15, 2025.

Additionally, see Note 8 for additional information relating to the reduction in the Company’s borrowing base in connection with the Asset Sale.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements